Rock & Rail, Inc. (R&R), a Class III rail carrier, has filed a notice of exemption
under 49 CFR 1150.41 to acquire The Burlington Northern and Santa Fe Railway
Company's (BNSF) ownership interest in, and to acquire from BNSF a permanent and
exclusive rail freight easement to operate over, and thus to operate, approximately 41.31
miles of rail line in Pueblo and Canon City, CO. The lines or rights intended to be
acquired by R&R are as follows: (1) from milepost 160.30 in Canon City extending
westerly for a distance of approximately 252 feet in Fremont County, CO; (2) from
milepost 160.80 in Canon City extending easterly approximately 256 feet to serve the
power plant at or near Canon City, in Fremont County, CO; (3) BNSF's trackage rights
over Union Pacific Railroad Company's (UP) rail line between milepost 160.30 in Canon
City and milepost 120.73 in Pueblo, a distance of 39.57 miles in Fremont and Pueblo
Counties, CO; and (4) all of BNSF's connecting sidings, spurs, sidetracks and yard,
industrial, team and switching tracks that are owned or leased by BNSF between the end
of BNSF's track, approximately 252 feet west of milepost 160.30 in Canon City, and the
connection between BNSF's line and UP's line at milepost 120.73 in Pueblo. In addition,
BNSF will grant R&R incidental trackage rights over BNSF's rail line extending easterly
from the connection between BNSF's line and UP's line at milepost 120.73 in Pueblo and
approximately 2,243 feet over Track No. 254, approximately 2,240 feet over Track No.
256, and approximately 4,200 feet over BNSF's main line track to milepost 619.75, for
the purpose of interchanging with BNSF in Pueblo, for a total distance of approximately
1.64 miles in Pueblo County, CO.(1)

The transaction was scheduled to be consummated on or after April 14, 1999.
R&R has subsequently advised the Board that the transaction has been consummated and
that R&R will shortly commence operations on the Canon City-Pueblo Line.(2)

The purpose of the transaction is to permit R&R, rather than BNSF, to serve the
shippers at Canon City, Florence, and Portland, and to conduct overhead operations
between Canon City and Pueblo.

If this notice contains false or misleading information, the exemption is void abinitio. Petitions to revoke the exemption under 49 U.S.C. 10502(d) may be filed at any
time. The filing of a petition to revoke does not automatically stay the transaction.

An original and 10 copies of all pleadings, referring to STB Finance Docket No.

33738, must be filed with the Surface Transportation Board, Office of the Secretary,

Case Control Unit, 1925 K Street, N.W., Washington, DC 20423-0001. In addition, a
copy of each pleading must be served on Fritz R. Kahn, Suite 750 West, 1100 New York
Avenue, N.W., Washington, DC 20005-3934.

Board decisions and notices are available on our website at
"WWW.STB.DOT.GOV."

Decided: April 26, 1999.

By the Board, David M. Konschnik, Director, Office of Proceedings.

Vernon A. Williams

Secretary

1. R&R certifies that its annual revenue will not exceed those that would qualify it
as a Class III rail carrier and that its annual revenues are not projected to exceed $5
million.

2. On April 14, 199, UP submitted a letter stating that it was not objecting to the
requested exemption because it is permissive in nature and would not give BNSF the
ability to transfer rights that it has no legal right to transfer. UP went on to assert that
BNSF's trackage rights between milepost 147.01, near Portland, CO, and milepost
160.30, near Canon City, are not assignable by BNSF without UP's consent and that
UP's consent has neither been sought nor granted. UP also asserted that, while there is a
small power plant at Canon City, neither BNSF's solely owned track nor its trackage
rights over UP in the vicinity of Canon City actually reach the power plant. UP thus
disputes that R&R would have a right to serve the power plant.

In issuing this notice, the Board is making no ruling on the contractual rights of
the parties. Therefore, by invoking the class exemption, R&R has the right to perform
common carrier service to the extent that it has or obtains the property rights to enable it
to carry out the service.